The following Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements that involve risks and uncertainties. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and elsewhere in this report. The management's discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report

On December 30, 2021, Carbon Zero Industries, Inc. a/k/a Freedom Holdings, Inc. (the "Company") acquired 100% of the issued and outstanding capital stock of Carbon Zero Asset Management, Inc. ("Carbon Zero") from the seven (7) shareholders of Carbon Zero (the "Shareholders") in exchange for 311,672,730 shares of the Company's common stock, valued on December 30, 2021 at $1.00 per share. On January 24, 2022 the company converted the state of Domicile from Maryland to Florida changing the name to Carbon Zero Industries, Inc.

Carbon-Zero is a fintech company driven by Ethereum based block chain technology to the carbon credit markets using fungible tokens and smart contracts. Carbon-Zero aims to bring carbon credits more fidelity, transparency, accessibility, liquidity, and standardization. Carbon-Zero is building a programmable carbon ecosystem that will allow carbon credit market participants a tokenization process to digitize carbon credits securely. The ecosystem will include the minting and burning protocols, a transparent mechanism for validating and distributing tokens, a trading venue for tokens, and tools to engage all stakeholders, including the carbon credit originators, off setters, project verifiers, liquidity providers, NGOs, concerned citizens, and governments.

The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States. The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements. The Company's accounting policies are more fully described in Note 3 to the Notes of Financial Statements.

Results of Operations for the three months ended December 31, 2021 and 2020





Revenues.

All revenues were derived from New Opportunity Business Solutions, Inc. a related party. Mr. Kistler, our CEO is the President and CEO of both Carbon Zero Industries, Inc. a/k/a Freedom Holdings, Inc. and New Opportunity Business Solutions, Inc.

Total Revenue. Total revenues for the three months ended December 31, 2021 and 2020 were $0 and $5,400, respectively. Revenues increased by approximately 100%.

Cost of goods sold. Cost of goods sold for the three months ended December 31, 2021 and 2020 were $0 and $5,400, respectively. Cost of goods sold increased by 100% due to the Company allocating Mr. Kistler's time at fair market value.

Gross profit. Gross profit for the three months ended December 31, 2021 and 2020 were $0 and $0, respectively.





Expenses.

Total Operating Expenses. Total operating expenses for the three months ended December 31, 2021 and December 31, 2020 were $7,701 and $355, respectively. Total operating expenses consisted of professional fees of $7,123 and $0, respectively and selling, general and administrative expenses of $578 and $355, respectively. Professional fees increased by approximately 100% due to the process of becoming up-listing to a full reporting company. Selling, general and administrative expenses increased by approximately 63%.

Other Income (Expense): Total other income (expense) for the three months ended December 31, 2021 and 2020 was ($311,676,324) and ($3,821), respectively. Other income (expense) consisted of interest expense of ($3,595) and ($3,821), respectively and loss on related party acquisition of ($311,672,729) and $0, respectively.






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Financial Condition.

Total Assets. Total assets at December 31, 2021 and September 30, 2021 were $227 and $2,132, respectively. Total assets consist of cash of $227 and $2,132, respectively.

Total Liabilities. Total liabilities at December 31, 2021 and September 30, 2021 were $361,315 and $351,924, respectively. Total liabilities consist of accounts payable of $11,706 and $7,861, respectively; accrued interest of $1,375 and $922, respectively; accrued expenses of $245,608 and $246,208, respectively and note payable of $102,626 and $96,933, respectively. Total liabilities increased by approximately 3%. Accounts payable increased by approximately 49% due to the Company up-listing and becoming full reporting. Accrued interest increased by approximately 49% due to increase borrowings.

Liquidity and Capital Resources.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

The Company sustained a loss of $311,674,025 for the three months ended December 31, 2021 and $4,176 for the three months ended December 31, 2020. The Company has accumulated losses totaling $321,400,157 at December 31, 2021. Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing of products. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We are presently able to meet our obligations as they come due through the support of our CEO. At December 31, 2021 we had a working capital deficit of $361,088. Our working capital deficit is due to the results of operations.

Net cash used in operating activities for the three months ended December 31, 2021 and 2020 were ($311,680,327) and ($4,721), respectively. Net cash used in operating activities includes our net loss, accounts payable and accrued expenses and accrued interest.

Net cash provided by financing activities for the three months ended December 31, 2021 and December 31, 2020 were $311,678,422 and $4,721, respectively. Net cash provided by financing activities includes paid-in capital from a related party, Mr. Brian Kistler our CEO of $0 and $5,400, respectively, proceeds (payments) made on notes payable of $5,693 and ($679) respectively and issuance of common stock for acquisition of Carbon Zero of $311,672,729 and $0, respectively.

We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to implement our strategy. We do not have the necessary cash and revenue to satisfy our cash requirements for the next twelve months. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then we may not be able to expand our operations. If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for some of our expenses. However, we have not made any arrangements or agreements with our officers and directors regarding such advancement of funds. We do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes. If we are forced to seek funds from our officers or directors, we will negotiate the specific terms and conditions of such loan when made, if ever. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company's securities. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933. See "Note 2 - Going Concern" in our financial statements for additional information as to the possibility that we may not be able to continue as a "going concern."

We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.





Capital Resources.

We had no material commitments for capital expenditures as of December 31, 2021.






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Off-Balance Sheet Arrangements

We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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